Withdraw A Foreign Texas LLC Or Corporation
Steps to Withdraw a Foreign LLC or Corporation in Texas
If you’d rather not mess with Texas, and want to withdraw your foreign business from being able to operate there, this guide shows you how to do it.
What is a foreign Texas business?
When companies expand their business to another state, they’re called “foreign businesses.” To operate legally, they need to register with that state by completing a process called foreign qualification. If the business stops doing business in that state, they can withdraw their business and cancel their foreign registration.
How do I withdraw my foreign business in Texas?
Both foreign LLCs and foreign corporations in Texas file a Certificate of Withdrawal of Registration (Form 608) with the Texas SOS and pay the $15 filing fee.
Note: Attached to your withdrawal form must be a Certificate of Account Status for Dissolution/Termination from the Texas Comptroller of Public Accounts indicating that all taxes have been paid. Nonprofits are exempt. To obtain or request a Certificate of Account Status form, head over to the Texas Comptroller page that shows you how to get one.
How do I file my withdrawal form?
Texas accepts forms via mail, fax, or delivered in-person. Note: Faxes forms will need to be accompanied by a Payment Form, filled out in full.
Mail:
Texas Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
In-person:
James Earl Rudder Office Building
1019 Brazos
Austin, TX 78701
Fax:
(512) 463-5709
Foreign Texas LLC or Corporation Withdrawal FAQs
Do you need a Texas Department of Revenue Tax Clearance first?
Yes, you have to include with your Certificate of Withdrawal a Certificate of Account Status from the State Comptroller verifying that your business is considered “Good Standing” meaning all state franchise taxes are current.
How long does it take the state to process the withdrawal filing?
Most withdrawals can be processed in about 5 days, however, the Texas Comptroller takes 4 to 6 weeks to process your request for certificate of account status and to send your certificate.
What happens if I don’t file a withdrawal and let my annual report filings go unfiled?
All Texas businesses must file an annual franchise tax with the Texas Comptroller of Public Accounts. This includes an information report (sometimes called an annual report.)
If you don’t file your Texas Franchise Tax Report on time, you’ll be assessed a $50 late fee. Late tax payments will be charged 5% of the total tax due. If you’re more than 30 days delinquent, you’ll be charged an additional 10% of the total penalty already assessed. Your business may also be administratively dissolved by the state. Overall it is a bad idea to not properly withdraw your foreign business in Texas.
Learn how to reinstate a Texas LLC or Texas corporation.
How long before I lose my Certificate of Authority in Texas?
The Texas Secretary of State will deprive you of your business registration if your franchise tax report is not submitted and taxes paid 120 days after the due date.
How long will a registered agent accept service of process after a withdrawal is filed?
Your Texas registered agent may refuse service of process for a business as soon as the withdrawal is processed.
Learn more about the Texas registered agent resignation process.
What is the difference between withdrawing and dissolving a business?
Foreign entities withdraw their business from a foreign jurisdiction. Domestic entities dissolve their business in their home state.
For example, an LLC that originated in Texas is domestic to Texas. If it stopped operating in the state, it would need to dissolve the business. If it operated as a foreign business in another state, it would need to withdrawal from that state if it wanted to close up shop.
Learn how to dissolve a Texas LLC or a Texas corporation.
What if I want to start a foreign LLC or corporation in NY?
You’re in luck! Our guides on how to form a foreign Texas LLC or a foreign Texas corporation are easy to follow. You can even HIRE US to do it for you!